James Kilts
About James M. Kilts
James M. Kilts (age 77) is Chairman of the Board at Advantage Solutions (ADV) and a Class II director whose term runs to 2028, serving on ADV’s board since October 2020 and on Topco’s board since September 2014. He returned to the Chair role on March 31, 2023 (also served October 2020–April 1, 2022). He is Founding Partner of Centerview Capital Consumer (since 2006), holds a BA in History from Knox College and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gillette Company | Chairman, CEO & President | 2001–2005 | Led sale/merger into P&G; became Vice Chairman of P&G thereafter |
| Procter & Gamble | Vice Chairman of the Board | 2005 (post‑merger) | Senior leadership and integration of Gillette into P&G |
| Nabisco | President & CEO | 1998–2000 | Led company until acquisition by Philip Morris |
| Philip Morris (Worldwide Food Group) | Executive Vice President | 1994–1997 | Led global food division |
| Kraft USA; Oscar Mayer | President | Prior roles pre‑1994 | Senior operating leadership in branded consumer foods |
| Kraft (Canada; International; Strategy & Development) | President Kraft Limited (Canada); SVP Strategy & Development; SVP Kraft International | Prior roles pre‑1994 | Global expansion and corporate strategy |
| Centerview Capital Consumer | Founding Partner | 2006–present | Consumer investment focus |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| The Simply Good Foods Company | Chairman of the Board | 2017–present |
| Viatris Inc. | Director | November 2020–present |
| MetLife, Inc. | Director | 2005–June 2020 |
| Pfizer Inc. | Director | 2007–November 2020 |
| Conyers Park II Acquisition Corp. | Director | 2019–October 2020 |
| Unifi, Inc. | Director | 2016–July 2022 |
| Nielsen Holdings PLC | Non‑Executive Director | 2006–2017 |
| Nielsen Holdings PLC | Chairman of the Board | 2011–2013 |
| Nielsen Company B.V. | Chairman | 2009–2014 |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Chairman of the Board; Class II term to 2028 |
| Independence | Board determined Kilts is “independent” under NASDAQ rules |
| Committee memberships (ADV) | Not listed as a member of Audit, Human Capital, or Nominating committees (those committees are chaired by Costa, Manherz, and Breitner and include other members) |
| Committee chair roles (ADV) | None; Kilts serves as Board Chair |
| Board attendance | Board met 5 times in 2024; each director attended ≥75% of Board meetings; all directors attended the 2024 annual meeting |
| Executive sessions | Non‑management directors meet in executive session at least twice per year |
| Controlled company status | ADV is a NASDAQ “controlled company” given Topco’s majority voting power; committee independence exemptions apply (Audit must remain independent) |
| Board composition constraints | Stockholders Agreement allocates director nomination rights among CVC, LGP, Bain, CP Sponsor, and management; staggered 3‑class structure |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2024 | 100,000 | — (not a committee chair) | 100,000 |
Director compensation policy (non‑employee directors):
- Annual cash retainer $100,000; chair retainers: Audit $20,000; Human Capital $17,500; Nominating & Corporate Governance $17,500 .
- Equity awards: annual RSUs with grant‑date fair value $175,000; initial pro‑rated RSUs for mid‑year appointees; vesting on earlier of first anniversary or immediately prior to next annual meeting; immediate vesting upon change in control; deferral election available beginning 2025 .
Performance Compensation
| Year | Stock Awards ($) | Unvested Stock Awards at 12/31/2024 (units) | Vesting & Features |
|---|---|---|---|
| 2024 | 174,997 (RSUs; ASC 718 grant‑date fair value) | 49,715 | Time‑based vesting (earlier of 1‑year or pre‑next annual meeting); 2025 onward elective deferral; accelerates at change in control |
Performance metrics tied to director equity:
- No performance conditions disclosed for director RSU awards; they are time‑based only .
Other Directorships & Interlocks
| Entity | Linkage | Details |
|---|---|---|
| Conyers Park II Sponsor LLC (CP Sponsor) | Board manager interlock | CP Sponsor beneficially owns 18,483,333 ADV shares (5.6%); its board of managers includes James M. Kilts, David J. West, and Brian K. Ratzan; under “rule of three,” no individual manager is deemed a beneficial owner of CP Sponsor’s shares . |
| Topco (Karman Topco L.P.) | Control structure | Topco owns 179,716,789 ADV shares (55.6%); nomination rights and governance constraints set by Stockholders Agreement . |
Expertise & Qualifications
- Deep consumer industry background; broad operational and transactional experience across Gillette, P&G, Nabisco, Philip Morris, Kraft; Founding Partner at Centerview Capital Consumer .
- Education: BA History (Knox College); MBA (University of Chicago) .
Equity Ownership
| Instrument | Amount | Percent | Notes |
|---|---|---|---|
| ADV Class A common stock (beneficial) | 929,477 shares | <1% (“*” in table) | SEC beneficial ownership includes options exercisable within 60 days; table footnotes apply generally . |
| Unvested director RSUs (12/31/2024) | 49,715 units | — | Time‑based vesting . |
| Topco Common Series A Units | 50,000 units | 2.8% of A Units | Held by Centerview Funds; Kilts may be deemed beneficial owner due to GP role; he disclaims beneficial ownership . |
| Topco Common Series D Units | 30,000 units | 100% of D Units | Held by Centerview Funds; deemed beneficial; disclaimed by Kilts . |
No disclosure of pledging or hedging of ADV stock for directors; no loans to directors (company policy requires Audit Committee review/approval of related party transactions; see related party framework below) .
Governance Assessment
- Strengths: Independent status; strong attendance; executive sessions; significant consumer/operating expertise; majority equity director pay (RSUs) supporting alignment .
- Controlled company risks: Topco’s control creates exemptions from certain NASDAQ independence requirements (notably Human Capital and Nominating committees need not be fully independent, though ADV states compliance with independence for committee members and maintains Audit independence) .
- Interlocks/related parties: CP Sponsor and Topco structures create interlocks and potential perceived conflicts; CP Sponsor governance uses “rule of three” to mitigate individual beneficial ownership; Related party framework in place with Audit Committee oversight .
- Compensation oversight and investor sentiment: Human Capital Committee uses Mercer as independent consultant; 2024 say‑on‑pay approval ~97.2% indicates positive investor alignment with compensation programs (at NEO level) .
Related Party Transactions & Policies
- Policy: Board adopted formal related party transaction policy with Audit Committee review; no director may participate in approval of a transaction in which they are a related person .
- Topco loans: Intercompany loan from Advantage Sales & Marketing Inc. to Topco—$6.0M (0.39% interest) consolidated in 2020, refinanced in 2024 to $6.3M at 10.09% interest, maturing 12/31/2026 .
Compensation Policy Reference (Directors)
| Component | Policy Terms |
|---|---|
| Cash Retainer | $100,000 annual retainer for non‑employee directors |
| Committee Chair Retainer | Audit $20,000; Human Capital $17,500; Nominating & Corporate Governance $17,500 |
| Annual Equity | RSUs with $175,000 grant‑date fair value; vest on earlier of one‑year anniversary or immediately prior to next annual meeting; CIC accelerates |
| Deferral | RSU distribution deferral election available beginning 2025 |
RED FLAGS
- Controlled company governance reduces required independence for certain committees; ongoing reliance on Stockholders Agreement may constrain board actions and CEO succession decisions without Topco approval .
- Significant ownership concentration at Topco and CP Sponsor introduces potential conflicts, though mitigated by independence determinations and “rule of three” constructs .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval ~97.2% for executive compensation; Human Capital Committee continues to consider shareholder feedback and uses Mercer as independent consultant; Mercer’s fees for compensation advisory < $0.1M in 2024; broader company services ~$1.4M; committee determined no conflicts .
Clawback Policy (Context)
- Company has an SEC Rule 10D‑1 compliant compensation recovery policy for current/former officers and selected senior executives covering three prior years in case of accounting restatement; recovery equals excess incentive compensation over restated amount .